Q 

NO.  I 


] 


Pacific 
Scientific  Institution 


CHARTER  OF  INCORPO- 
RATION AND  BY-LAWS 

SPECIAL    SERIES    NO.    i 

Honolttlw,  T.  H.  ^  December 
Nineteen  Hundred  and  Seven 


PACIFIC 
SCIENTIFIC  INSTITUTION 

Charter  of  Incorporation 
and  By-Laws 


Special  Series  No,  I 


1907 

Mercantile  Printing  Company,  Ltd. 
Honolulu.  T.  H. 


Digitized  by  tine  Internet  Arciiive 

in  2008  with  funding  from 

IVIicrosoft  Corporation 


littp://www.arcliive.org/details/cliarterofincorpoOOpaciricli 


ebarter  of  Incorporation 

OF 

Pacific  Scientific  Institution 


TO  WHOM  THESE  PRESENTS  SHALL  COME: 

I,  A.  J.  CAMPBELL,  Treasurer  of  the  Territory  of  Hawaii; 
SEND  GREETING: 

WHEREAS.  F.  C.  Atherton,  W.  A.  Bryan,  J.  B.  Castle,  C.  H. 
Cooke,  H.  E.  Cooper,  T.  C  Davies,  W.  F.  Frear,  A.  F.  Griffiths,  P.  L. 
Home,  F.  J.  Lowrey,  W.  Pfotenhauer,  M.  P.  Robinson,  W.  O.  Smith, 
L.  A.  Thurston  and  R.  H.  Trent,  all  of  Honolulu,  County  of  Oahu  and 
Territory  of  Hawaii,  did  on  the  19th  day  of  November  A.  D.  1907,  file  a 
petition  with  the  accompanying  certificate  in  accordance  with  the  require- 
ments and  provisions  of  law  praying  for  the  incorporation  of  themselves, 
their  associates  and  successors  under  the  name  of  PACIFIC  SCIENTIFIC 
INSTITUTION  for  the  purpose  of  carrying  out  the  objects  in  said  petition 
set  forth. 

NOW  THEREFORE,  know  ye  that  pursuant  to  the  tenor  of  said 
petition  and  by  and  with  the  consent  of  the  Governor  of  the  Territory  of 
Hawaii,  I  do  hereby  make,  constitute  and  appoint  the  said  F.  C.  Atherton, 
W.  A.  Bryan,  J.  B.  Castle,  C  H.  Cooke,  H.  E.  Cooper,  T.  C.  Davies, 
W.  F.  Frear,  A.  F.  Griffiths,  P.  L.  Home,  F.  J.  Lowrey,  W.  Pfotenhauer, 
M.  P.  Robinson,  W.  O.  Smith,  L.  A.  Thurston,  and  R.  H.  Trent, 
and  their  associates  and  successors,  a  body  corporate  for  the  term  of  fifty 
(50)  years  from  the  date  of  these  presents  under  the  corporate  name  and 
style  of  PACIFIC  SCIENTIFIC  INSTITUTION  to  have  succession  by 
its  corporate  name  for  the  said  period  of  fifty  (50)  years,  with  the  powers 
limitations  and  restrictions  herein  contained,  and  subject  to  all  general  laws 
now  or  hereafter  to  be  enacted  relating  to  corporations  in  said  Territory. 

I 

To  sue  and  be  sued,  implead  and    be  impleaded  in  such  name  and  in 


II 

To  make  and  use  a  common  seal  and  the  same  to  break  and  alter  at 
its  pleasure. 

Ill 

The  object  of  the  corporation  shall  be  to  encourage  in  the  broadest 
sense  and  most  liberal  manner,  investigation,  research  and  discovery  in  the 
Pacific  Ocean,  and  to  make  application  of  know^ledge  thereof  to  the  improve- 
ment of  mankind;  and  in  particular: 

(a)  To  conduct,  endov/  and  assist  investigation  in  any  department  of 
science  and  to  this  end  to  cooperate  w^ith  governments,  universities,  colleges, 
technical  schools,  corporations,  learned  societies,  organizations  and  indivi- 
duals. 

(b)  To  appoint  committees  and  experts  to  direct  special  lines  of 
research. 

(c)  To  publish  and  distribute  documents. 

(d)  To  conduct  lectures,  hold  meetings  and  acquire  and  maintain  a 
library. 

(e)  To  purchase  or  otherwise  acquire  and  hold,  and  to  dispose  of 
property,  real,  personal  and  mixed,  not  to  exceed  in  value  at  any  one  time 
the  sum  of  ten  million  ($10,000,000)  dollars,  and  to  lease  or  rent  such 
property,  and  to  construct  such  buildings,  vessels  and  equipment  as  may  be 
deemed  necessary  or  convenient  to  carry  on  the  work  of  the  corporation. 

(f)  In  genera!  to  do  and  perform  all  things  necessary,  incidental  or 
convenient  to  promote  the  objects  of  the  Institution,  and  to  prosecute  ethno- 
graphical, biological  and  general  scientific  surveys  of  the  Pacific  Ocean,  and 
to  amplify,  apply  and  publish  the  results  of  such  surveys,  during  the  first 
fifteen  years  of  the  corporate  life  of  the  Institution,  or  until  said  work  shall 
have  been  substantially  accomplished. 

The  Trustees  herein  appointed  and  their  successors  are  hereby  pro- 
vided with  full  power  to  modify,  from  time  to  time,  the  conditions  and 
regulations  under  which  any  work  shall  be  carried  on,  so  as  to  secure  the 
application  of  the  funds  in  the  manner  best  adapted  to  the  conditions  of 
the  times. 

IV 

The  location  of  the  principal  offices  of  the  corporation  shall  be  at 
Honolulu,  on  the  Island  of  Oahu,  in  the   Territory  of  Hawaii;  and  the  cor- 


poration  may  have  such  offices  elsewhere  as  its  Trustees  may  deem  requisite 
or  convenient. 

V 

The  direction  and  control  of  the  entire  business  and  affairs  of  the  insti- 
tution, and  the  management  and  disposition  of  its  property  and  interests, 
shall  be  vested  in  a  Board  of  Trustees  to  consist  of  fifteen  members,  w^hich 
Board  shall  initially  consist  of  the  said  F.  C.  Atherton,  W.  A.  Bryan,  J.  B. 
Castle,  C.  H.  Cooke.  H.  E.  Cooper,  T.  C.  Davies,  W.  F.  Frear,  A.  F. 
Griffiths,  P.  L.  Home,  F.  J.  Lowrey,  W.  Pfotenhauer,  M.  P.  Robinson, 
W.  O.  Smith,  L.  A.  Thurston  and  R.  H.  Trent.  Provided  that  the 
number  of  Trustees  of  the  Institution  may  from  time  to  time  be  increased  by 
tw^o-thirds  (2-3)  vote  of  the  Trustees  to  not  more  than  twenty  one  mem- 
bers, or  reduced  by  a  like  vote  to  not  less  than  seven  members  by  non- 
fillment  of  vacancies,  or  as  the  by-laws  shall  prescribe. 

Vacancies  may  be  filled  by  the  remaining  Trustees  in  such  a  manner 
as  the  by-laws  may  prescribe. 

The  Chairman,  Vice  Chairman,  Secretary  and  Treasurer  of  the 
Board,  and  the  President  or  chief  administrative  officer  of  the  Institution 
shall  be  members  of  the  Board  of  Trustees. 

VI 

The  Board  of  Trustees  shall  have  full  power  and  authority  to  take,  hold 
and  administer  all  funds,  property  and  securities  that  may  at  any  time  be 
given,  devised  or  bequeathed  or  entrusted  to  them,  in  any  manner  and  to  any 
extent,  for  the  purposes  of  the  Institution;  to  appoint  such  officers,  agents  and 
employes  as  may  be  deemed  necessary  in  carrying  on  the  business  of  the  cor- 
poration, with  such  powers  and  with  such  salaries  or  with  such  remuneration 
as  they  may  deem  proper;  to  adopt  by-laws  and  from  time  to  time  to  amend 
the  same;  and  otherwise  to  prescribe  such  regulations  and  rules  as  may  be 
necessary  or  convenient  for  the  transaction  of  the  business  of  the  corporation; 
to  delegate  from  time  to  time  all  or  certain  of  such  powers  and  under  such 
conditious,  as  may  be  prescribed  by  the  by-laws;  to  deal  with  and  expend 
the  income  of  the  corporation  in  such  manner  as  in  their  judgment  will  best 
promote  the  objects  herein  set  forth;  to  award  such  diplomas  and  medals  for 
such  purposes  and  in  such  manner  as  the  by-laws  provide;  and  in  general, 
to  have  and  to  use  ail  powers  and  authority  necessary  to  promote  such 
objects  and  carry  out  the  purposes  of  the  Institution  or  any  of  them. 


The  Trustees  shall  have  further  power,  from  time  to  time  to  hold  as 
investments  such  property  as  may  be  transferred  to  them  by  any  person, 
persons  or  corporations,  and  to  invest  and  reinvest  any  sum  or  amounts  from 
time  to  time  in  such  securities  and  in  such  form  and  manner  as  are  permitted 
to  trustees  or  to  charitable  or  literary  corporations  for  investment,  or  in  such 
securities  as  are  authorized  for  investment  by  any  deed  of  gift  or  trust  or 
last  will  and  testament  which  may  be  hereafter  made  or  executed,  where- 
under  such  funds  are  held. 

VII 

The  corporation  may  take,  hold  and  use,  any  gifts,  grants,  devises  or 
bequests  which  may  be  made  in  support  of  the  purposes  of  the  said  Institu- 
tion; and  subject  to  the  terms,  and  conditions  of  the  respective  gifts,  grants, 
devises  and  bequests  may  include  in  the  expenses  thereof  the  necessary 
expenses  which  the  Trustees  may  have  incurred  in  attending  meetings  or 
otherwise  in  carrying  out  the  business  of  the  trust,  but  the  services  of  the 
Trustees,  as  such,  shall  be  gratuitous. 

VIII 

Ttie  Board  of  Trustees  may,  from  time  to  time,  bind  the  corporation 
to  make  special  statements  of  the  affairs  of  the  Institution  or  any  of  its  de- 
partments to  corporations,  institutions  or  persons  designated  by  any  deed  of 
trust  or  last  will  and  testament  to  receive  such  reports  on  behalf  of  the 
donor,  and  they  may  further  obligate  the  corporation  to  administer  and 
expend  the  principal  or  income  from  any  gift  of  funds  or  securities  assigned 
or  provided  by  any  donor  for  the  benefit  of  the  Institution,  though  held  in 
the  custody  of  any  other  corporation,  institution  or  person  as  required  by 
the  terms  of  such  donation. 

IX 

As  soon  as  may  be  possible  after  this  instrument  shall  have  been  duly 
signed  and  sealed,  a  meeting  of  the  Trustees  hereinabove  named  shall  be 
called  by  said  F.  C.  Atherton,  W.  A.  Bryan,  J.  B.  Castle,  C.  H.  Cooke, 
and  H.  E.  Cooper,  or  any  three  of  them,  at  the  city  of  Honolulu,  in  the 
Territory  of  Hawaii,  by  notice  served  in  person  or  by  mail  addressed  to 
each  Trustee  at  his  place  of  residence;  and  the  Trustees  shall  organize  and 
proceed  to  adopt  by-laws,  elect  officers  and  appoint  committees,  and  to 
generally  organize  the  corporation. 


X 

Upon  dissolution  of  the  corporation,  the  Trustees  appointed  to  settle  its 
affairs  may  permanently  endow  singly  or  collectively  any  one  or  more  of  the 
various  institutions,  organizations  or  branches  of  research,  which  the  Pacific 
Scientific  Institution  shall  have  created,  or  any  other  scientific  institution 
which  may  be  at  that  time  existing,  and  transfer  to  such  organizations  all  or 
any  part  of  the  trust  funds  or  property  in  their  possession  which  may  be 
available  for  such  purpose  or  purposes. 

XI 

In  recognition  of  the  endowments  of  funds,  securities,  property,  real  and 
personal,  of  whatever  nature,  given  in  trust  to  the  institution  for  the  forward- 
ing of  its  objects,  by  deed  of  trust  or  otherwise,  the  Trustees  are  empowered 
to  recognise  the  following  classes  of  contributors,  naunely;  (1)  Founders, 
(2)  Benefactors,  (3)  Endowers,  (4)  Patrons,  (5)  Contributors,  and  such 
other  classes  as  they  may  from  time  to  time  deem  wise,  according  to  require- 
ments and  conditions  which  they  shall  set  forth  in  the  by-laws  of  the 
Institution. 

XII 

Notices  of  the  election  of  officers  and  copies  of  the  by-laws  and  all 
amendments  thereto  shall  be  forthwith  filed  in  the  office  of  the  Treasurer  of 
the  Territory  of  Hawaii. 

XIII 

Notices  to  and  processes  upon  the  corporation  may  be  served  upon 
the  President  of  the  Institution  or  the  Chairman,  Secretary  or  Treasurer  of 
the  Board  of  Trustees,  and  such  service  shall  be  deemed  sufficient  service 
upon  the  corporation. 

XIV 

No  power  is  granted  by  these  presents  to  said  corporation  to  have  or 
issue  shares  of  capital  stock  nor  to  declare  dividends. 


IN  WITNESS  WHEREOF  I  have  hereunto  set  my  hand  and 
caused  the  official  seal  of  my  office  to  be  hereunto  affixed  this  1  1  th  day  of 
December.  A.  D.  1907.  A.J.CAMPBELL, 

Treasurer  of  the  Territory  of  Hawaii. 

I  hereby  consent  to  the  granting  of  the  foregoing  charter  of  Incorpo- 
ration. E.  A.  MOTT-SMITH, 

Acting  Governor  of  the  Territory  of  Hawaii. 


By-£aw$  of  the  Instltutioit 


ARTICLE  I. 

THE    TRUSTEES 

1.  The  Board  of  Trustees  shall  consist  of  fifteen  members  with 
power  to  increase  its  membership  to  not  more  than  twenty-one  oi  to  reduce 
its  number  to  not  less  than  seven.  Provided,  however,  that  a  two-thirds 
(?  j)  vote  of  the  full  Board  shall  be  necessary  to  effect  an  increase  or  decrease 
in  the  number  of  members  of  the  Board  of  Trustees.  The  reduction  of  the 
number  of  Trustees  may  be  effected  by  not  filling  vacancies  or  otherwise, 
in  such  manner  as  the  Board  may  from  time  to  time  determine.  The 
Trustees  shall  hold  office  continuously  and  not  for  a  stated  term. 

2.  In  case  any  Trustee  shall  fail  to  attend  three  successive  annual 
meetings  of  the  Board,  he  shall  thereupon  cease  to  be  a  Trustee. 

3.  If  any  Trustee  shall  be  continuously  absent  from  the  Territory  of 
Hawaii  for  a  period  of  six  months  without  an  especial  commission  from  the 
Board  of  Trustees,  the  Board  shall  have  power  to  declare  his  office  vacant. 

4.  The  place  in  the  Board  occupied  by  any  Trustee  absent  from  the 
Island  of  Oahu  for  a  period  of  six  months  or  more,  may  be  temporarily 
filled  by  the  Board  of  Trustees. 

5.  No  Trustee  shall  receive  any  compensation  for  his  services  as  such. 

6.  All  vacancies  in  the  Board  of  Trustees  shall  be  filled  by  the 
Trustees  by  ballot.  No  person  shall  be  elected  a  Trustee  who  sliall  not 
have  been  nominated  at  a  preceding  meeting,  except  by  the  unanimous 
consent  of  the  members  present  at  the  meeting. 

7.  A  majority  of  the  members  of  the  Board  of  Trustees  shall  cons- 
titute a  quorum.  Less  than  a  quorum,  however,  may  fill  vacancies  in  the 
Board  of  Trustees  or  transact  current  business  by  the  unanimous  consent  of 
the  members  present,  provided  always,  that  there  is  not  a  quorum  of  the 
Board  on  the  Island  of  Oahu  at  the  time  the  meeting  is  held. 

8.  The  Board  shall  have  power  to  act  by  written  resolution  wathout 
meeting,  except  as  otherv/ise  required  by  these  by-laws  with  respect  to 
called  meetings  of  the  Board,  in  the  following  manner.    A  resolution  in  wri- 


ting  signed  by  not  less  than  a  majority  of  the  Board  and  filed  with  the  Sec- 
retary for  record  upon  the  corporate  books  shall  be  deemed  to  be  the  action 
of  the  Board,  to  the  effect  therein  expressed  with  the  same  force  and  effect 
as  if  the  same  had  been  duly  passed  at  a  duly  convened  meeting,  and  it 
shall  be  the  duty  of  the  Secretary  to  record  such  resolution  in  the  minute 
book  of  the  Corporation  under  its  proper  date;  provided  that  such  resolution 
shall  have  been  submitted  to  each  trustee  on  the  Island  of  Oahu,  and  such 
fact  certified  to  by  the  Secretary,  together  with  a  statement  as  to  why  a 
a  meeting  was  not  held. 

9.  Every  Trustee  shall  be  entitled  to  vote  upon  any  question  not  in- 
volving his  personal  or  pecuniary  interests,  whether  or  not  he  be  acting  as  a 
presiding  officer. 

1 0.  Any  Trustee  may  be  removed  from  office  by  a  two-thirds  vote 
of  the  full  Board. 

ARTICLE  11 

MEETINGS 

1 .  The  annual  meetings  of  the  Board  of  Trustees  shall  be  held  in 
Honolulu,  in  the  Territory  of  Hawaii,  during  the  month  of  December,  on 
such  day  as  the  President,  or,  in  his  absence,  the  Chairman  of  the  Board  of 
Trustees,  may  determine. 

2.  Quarterly  meetings  of  the  Board  shall  be  held  on  the  first  Tues- 
day in  each  March,  June  and  September,  unless  otherwise  ordered. 

3.  Written  notice  of  annual  and  quarterly  meetings  of  the  Trustees, 
giving  time  and  place  of  the  meeting,  shall  be  mailed  by  the  Secretary  to 
each  Trustee  to  his  usual  address,  at  least  five  days  previous  to  the  date  of 
the  meeting. 

4.  Special  meetings  of  the  Board  may  be  called  by  the  President 
and  any  two  Trustees  by  notice  served  personally  upon,  or  mailed  to  the 
usual  address  of,  each  Trustee  twenty-four  hours  prior  to  the  time  of  meeting. 
Moreover,  special  meetings  may  be  called  in  the  same  manner  by  the 
Chairman  of  the  Board  upon  the  written  request  of  three  other  members  of 
the  Board. 

ARTICLE  III 

OFFICERS  OF  THE  BOARD 

1 .  The  officers  of  the  Board  shall  be  a  Chairman  of  the  Board,  a 
Vice  Chairman,  a  Secretary  and  a  Treasurer,  who   shall  be   elected    fi'om 


the  members  of  the  Board  by  ballot,  to  serve  for  a  term  of  one  year.  All 
vacancies  shall  be  fliled  by  the  Board  for  the  unexpired  terms;  provided, 
however,  that  the  Executive  Committee  shall  have  power  to  fill  a  vacancy 
in  the  office  of  Secretary,  to  serve  until  the  next  meeting  of  the  Board  of 
Trustees. 

2.  The  Chairman  shall  preside  at  all  meetings  and  shall  have  the 
usual  powers  of  a  presiding  officer. 

3.  In  the  absence  or  disability  of  the  Chairman,  the  Vice-Chairman 
shall  perform  his  duties. 

4.  The  Secretary  shall  issue  notices  of  meetings  of  the  Board,  record 
its  transactions  and  transact  that  part  of  the  correspondence  relating  to  the 
Board  and  to  his  duties  as  Secretary,  and  shall  perform  such  other  similar 
duties  as  the  Board  or  any  of  its  committees  may  direct  He  shall  jointly 
with  the  Chairman  of  the  Board  execute  all  deeds,  contracts,  or  other  in- 
struments on  behalf  of  the  Corporation  when  duly  authorized.  He  shall 
have  custody  of  the  seal  of  the  Corporation,  and  shall  affix  the  same  when- 
ever authorized  to  do  so  by  the  Board  of  Trustees,  or  by  the  Executive 
Committee,  or  by  the  Finance  Committee. 

5.  The  Treasurer  shall  be  Chairman  of  the  Finance  Committee  and 
shall,  subject  to  the  approval  of  the  Finance  Committee,  receive,  collect 
and  have  custody  of  all  funds  and  evidences  of  property  belonging  to  the 
Corporation.  He  shall  pay  all  bills  or  amounts  as  ordered  by  the  Trustees 
or  by  the  Executive  Committee  and  shall  report  to  the  Trustees  at  their 
annual  meetings,  and  moreover,  to  the  Board  and  to  the  Executive  Com- 
mittee at  any  of  their  special  meetings  when  so  required.  He  shall  keep 
all  moneys  and  securities  in  his  charge  in  banks  or  trust  companies,  to  be 
approved  by  the  Board  of  Trustees  or  by  the  Executive  Committee.  He 
shall  keep  the  books  of  the  Corporation  at  all  times  open  to  the  inspection 
of  the  Trustees. 

ARTICLE  IV 

COMMITTEES  OF  THE  BOARD 

1 .  There  shall  be  two  standing  committees — the  Executive  Com- 
mittee and  the  Finance  Committee,  which  shall  hold  office  for  one  year  or 
until  their  successors  are  elected. 

JO 


2.  The  Executive  Committee  shall  consist  of  the  Chairman,  Vice- 
Chairman,  Secretaty,  Treasurer,  the  President  of  the  Institution  cx-qffiao 
and  any  additional  Trustees  that  the  Board  may  elect  to  serve  on  the  Com- 
mittee. The  additional  members  shall  be  elected  by  the  Board  by  ballot 
at  the  annual  or  quarterly  meetings  of  the  Board,  to  serve  one  year  and 
shall  be  eligible  to  re-election.  Any  member  elected  to  fill  a  vacancy  shall 
serve  for  the  remainder  of  his  predecessor's  term. 

3.  The  Executive  Committee  shall,  when  the  Board  is  not  in  session 
and  has  not  given  specific  directions,  have  general  control  of  the  Institution, 
including  general  supervision  of  all  arrangements  for  administration  and  re- 
search, especially  in  matters  which,  when  undertaken  or  promoted  by  the 
Institution,  wall  affect  the  policy,  precedence  or  finances  of  the  Institution, 
as  a  whole.  They  shall  appoint  advisory  and  special  committees  for  specific 
duties;  shall  determine  all  payments  and  salaries;  and  shall  keep  a  written 
record  of  all  transactions  and  expenditures  and  submit  the  same  to  the  Board 
of  Trustees  at  each  meeting,  and  at  the  annual  meeting  shall  submit  to 
the  Board  a  report  for  publication. 

4.  The  Executive  Committee  shall  have  general  charge  and  control 
of  all  appropriations  made  by  the  Board,  and  shall  have  the  full  powers  of 
the  Board  of  Trustees  when  the  Board  is  not  in  session,  and  may  delegate 
their  powers  subject  to  the  approval  of  the  Board. 

5.  The  Finance  Committee  shall  consist  of  the  Treasurer  and  two 
members  of  the  Board,  to  be  elected  by  the  Trustees  by  ballot  for  a  term  of 
one  year,  and  all  members  of  the  Committee  shall  be  eligible  to  re-election. 

6.  The  Finance  Committee  shall  have  general  charge  of  the  invest- 
ments, funds  and  valuable  documents  of  the  Corporation,  and  shall  care  for 
and  dispose  of  the  same,  subject  to  the  direction  of  the  Board  and  the  Exec- 
utive Committee  and  in  accordance  with  conditions  which  may  be  imposed 
by  contributors  or  donors.  It  shall  consider  and  recommend  to  the  Board 
of  Trustees  such  measures  as  in  its  opinion  will  promote  the  financial  interests 
of  the  Institution,  and  shall  make  annual  reports  to  the  Board  and  special 
reports  when  the  Board  or  the  Executive  Committee  may  require. 

7.  All  vacancies  occurring  in  the  Executive  or  Finance  Committees 
may  be  filled  by  the  Trustees. 

n 


ARTICLE  V 

EXECUTIVE  ADMINISTRATION 
THE  PRESIDENT 

1 .  There  shall  be  a  President  who  shall  be  elected  by  ballot  by, 
and  to  hold  office  during  the  pleasure  of,  the  Board,  who  shall  be  the  chief 
executive  officer  of  the  Institution.  The  President,  subject  to  the  control  of 
the  Board  of  Trustees  or  the  Executive  Committee,  shall  have  general 
charge  of  all  matters  of  administration  and  supervision  of  all  arrangements 
for  research,  exploration  or  other  work  undertaken  or  promoted  by  the 
Institution.  He  shall  devote  his  entire  time  to  the  affairs  of  the  Institution 
unless  otherwise  privileged  by  the  Executive  Committee.  He  shall  prepare 
and  submit  to  the  Board  of  Trustees  or  to  the  Executive  Committee  plans 
and  suggestions  for  the  work  of  the  Institution,  and  shall  present  his  plans 
in  each  case  to  the  Executive  Committee  for  decision.  He  shall  conduct 
the  general  correspondence  of  the  Institution,  including  the  correspondence 
with  the  advisers  of  the  Institution,  and  shall  have  general  supervision  of  all 
subordinate  officers,  assistants,  students  and  employes,  with  power  to  appoint 
and  dismiss  the  same.  All  plans,  proposals,  contracts,  requests  or  similar 
matters  bearing  on  the  work  or  administration  of  the  Institution,  shall  be 
referred  to  the  President  for  consideration  and  report.  He  shall  be  ex- 
officio  a  member  of  the  Board  of  Trustees  and  of  the  Executive  Committee. 

2.  He  shall  be  the  legal  custodian  of  all  property  of  the  Institution, 
the  care  of  which  is  not  otherwise  provided  for.  He  shall  cause  to  be  kept 
accurate  accounts  of  all  moneys  received  and  disbursements  made  by  him 
under  the  direction  of  the  Board  and  of  the  Executive  Comrriittee.  He 
shall  submit  to  the  Board  of  Trustees,  not  later  than  the  first  day  of  Decem- 
ber of  each  year,  a  written  report  of  the  operations  and  business  of  the  In- 
stitution for  the  preceding  fiscal  j^ear,  with  his  general  plans  and  recom- 
mendations for  the  succeeding  fiscal  year, 

3.  He  shall  attend  all  meetings  of  the  Board  of  Trustees  unless  ex- 
cused by  the  Board. 

ARTICLE  VI 

FINANCIAL  ADMINISTRATION 

1 .  The  fiscal  year  of  the  Institution  shall  commence  December  first 
in  each  year. 

12 


2.  No  expenditure  shall  be  authorized  or  made  except  in  pursuance 
of  a  previous  appropriation  of  the  Board  of  Trustees. 

3.  The  Chairman  of  the  Board,  at  least  two  weeks  prior  to  the 
annual  meeting  of  the  Trustees,  shall  each  year  cause  the  accounts  of  the 
Institution  to  be  audited  by  a  skilled  accountant,  not  a  member  of  the  Cor- 
poration, to  be  appointed  by  him. 

4.  The  Chairman  of  the  Board  shall  submit  to  the  annual  meeting 
of  the  Board  a  full  statement  of  the  finances  of  the  Institution  as  shown  by 
the  report  of  the  Treasurer,  and  also  a  detailed  estimate  of  the  expenditures 
and  appropriations  for  the  succeeding  year. 

5.  The  Board  of  Trustees  at  the  annual  meeting  shall  each  year 
make  general  appropriations  for  the  ensuing  year,  but  nothing  contained 
herein  shall  prevent  the  Board  of  Trustees  from  making  special  appropria- 
tions at  any  meeting. 

ARTICLE  VII 

SCIENTIFIC  COUNCIL 

1 .  Subject  to  the  approval  of  the  Executive  Committee,  the  Presi- 
dent shall  appoint  an  Honorary  Scientific  Council  composed  of  persons  of 
international  reputation  in  educational  and  scientific  matters.  Members  of 
the  Scientific  Council  shall  serve  during  the  pleasure  of  the  Trustees  and 
shall  in  case  of  resignation  hold  office  until  their  successors  are  appointed. 

2.  The  duties  of  the  Scientific  Council  shall  be  to  act  collectively  or 
individually  as  advisers  to  the  President  in  matters  referred  to  them  per- 
taining to  the  scientific  organization  and  general  administration  of  the  Insti- 
tution. They  shall  approve  of  all  honors  to  be  conferred  by  the  Institution 
in  recognition  of  distinguished  service  to  science. 

3.  The  President  of  the  Institution  shall  annually  designate  a  Chair- 
man of  the  Scientific  Council.  The  members  of  the  Council  shall  rotate  in 
the  office  of  Chairman  in  the  order  of  their  seniority  in  appointment.  The 
Chairman  may  appoint  a  Vice-Chairman. 

4.  They  may  act  individually,  in  person,  by  letter,  or  jointly  by  reso- 
lution. 

ARTICLE  VIII 

SCIENTIFIC  ORGANIZATION  OF  THE  INSTITUTION 
DEPARTMENTS  OF  THE  INSTITUTION 
1.     Each    department   that  may   be   under    the    direct    control   of 
the  Institution,  as  the    Biological  Laboratory,  the  Aviary,  the    Gardens  of 

J3 


Acclimatization,  etc.,  may  have  an  officer  in  charge  who  shall  be  appointed 
by  the  President  subject  to  the  approval  of  the  Executive  Committee.  He 
shall  make  his  reports  and  be  responsible  to  the  President  oi  the  Institution. 

2.  The  officers  in  charge  of  the  various  departments  of  the  Institution 
shall  have  immediate  supervision  over  the  assistants  in  their  departments  and 
shall  be  responsible  to  the  President  for  their  work  and  conduct. 

3.  No  officer  in  charge  of  any  department  or  any  employe  of  the 
Institution  may  officially  address  the  Board  of  Trustees  on  affairs  concerning 
himself,  his  work,  or  his  department,  except  through  the  President  of  the 
Institution,  or  through  the  Executive  Committee. 

AFFILIATED  INSTITUTIONS 

I .  Institutions  affiliating  v/ith  the  Pacific  Scientific  Institution  shall  be 
addressed  and  recognized  through  their  chief  administrative  officer  or  the 
Institution's  proper  representative.  Affiliation  may  be  effected  by  the  accep- 
tance by  a  majority  vote  of  the  governing  bodies  of  both  Institutions  con- 
cerned of  a  written  agreement  in  the  form  of  a  contract,  detailing  in  general 
or  specific  terms  the  conditions  mutually  agreed  upon  that  shall  constitute  the 
basis  of  such  an  affiliation. 

HONORARY  SCIENTIFIC  STAFF 

1 .  The  President  with  such  assistance  and  advice  as  may  be  neces- 
sary from  the  Scientific  Council,  will  from  time  to  time  select  a  corps  of 
specialists  who  shall  fortn  the  Honorary  Scientific  Staff  of  the  Institution. 
Persons  thus  appointed  by  the  President  to  positions  on  the  Staff  of  the 
Institution  shall  serve  as  the  Honorary  Curators  of  the  Department  of  Inquiry 
in  which  they  have  distinguished  themselves  and  shall  be  the  head  of  their 
department  in  the  Scientific  Staff  of  the  Institution.  Their  appointment  and 
retirement  shall  be  subject  to  the  approval  of  the  Executive  Committee  and 
in  case  of  resignation  they  shall  continue  in  office  until  their  successors  are 
appointed.  They  may  receive  an  honorarium  from  the  Institution  as 
evidence  of  its  appreciation  of  their  services.  They  shall  have  general 
advisory  supervision  over  the  work,  material,  and  publications  of  their  re- 
spective departments.  When  feasible,  they  will  be  consulted  in  the  selection 
of  the  curator's  assistants  and  collectors  who  shall  serve  in  their  respective 
departments,  and  they  will,  when  requested,  prepare  for    the    President  as 

H 


full  and  comprehensive  statements  as  circumstances  will  allow,  covering  the 
status  of  their  departments  with  especial  reference  to  the  work  proposed 
by  the  Institution  in  the  Pacific  Ocean. 

ARTICLE  IX 

THE  HONORS  OF  THE  INSTITUTION 

1 .  On  recommendation  of  the  President,  accompanied  by  the  written 
endorsement  of  not  less  than  three-fourths  of  the  members  of  the  Honorary 
Scientific  Council  for  the  time  being,  the  Board  of  Trustees  may  direct  that 
the  Institution  take  official  recognition  of  any  distinguished  service  to 
science. 

2.  Such  recognition  shall  take  the  form  of  diplomas,  medals,  or  any 
special  form  the  Trustees  may  direct,  but  shall  in  every  case  be  accom- 
panied by  a  document  which  with  other  facts  shall  state  the  nature  of  the 
service  the  recipient  has  rendered  to  science,  and  shall  bear  such  devices  as 
may  from  time  to  time  be  agreed  upon  by  the  Trustees,  and  shall  be 
signed  by  the  President  of  the  Institution,  the  Chairman  and  the  Secretary 
of  the  Board  of  Trustees,  the  Chairman  of  the  Scientific  Council  and  such 
other  members  of  the  Institution  as  they  may  mutually  agree  upon. 

3.  In  recognition  of  financial  assistance  given  in  trust  to  the  Pacific 
Scientific  Institution  or  any  of  its  departments  for  the  forwarding  of  its 
work,  the  Trustees  shall,  in  accordance  with  the  Charter  of  Incorporation  of 
the  Institution,  establish  and  recognize  the  following  classes  of  contributors: 

(a)  The  person  or  persons  contributing  to  the  general  establishment 
and  maintenance  of  the  Institution  a  sum  sufficient  in  the  judgment  of  the 
Trustees  to  establish  the  Institution,  shall  be  known  ever  after  as  the 
FOUNDERS  of  the  Pacific  Scientific  Institution. 

(b)  Persons  or  institutions  making  substantial  contributions  to  the 
same  general  object  at  a  later  period,  shall  be  styled  the  BENEFACTORS 
of  the  Pacific  Scientific  Institution. 

(c)  Persons  or  institutions  providing  from  lime  to  time  the  equipment 
of  any  one  of  the  departments  of  the  Institution  to  be  established,  and  at 
the  same  time  providing  a  sufficient  endowment  with  which  to  maintain  the 

15 


same  for  a  period  of  not  less  than  fifteen  years,  shall  be  credited  as  having 
ENDOWED  the  Institution. 

(d)  Persons  or  institutions,  making  endowments  for  especial  purposes 
regarded  by  the  Trustees  as  sufficient  to  carry  out  the  purposes  of  the  en- 
dowment for  a  period  of  not  less  than  fifteen  years,  shall  be  designated  as 
PATRONS  of  the  Institution. 

(e)  Persons  or  institutions  making  cash  contributions  from  time  to 
lime  in  amounts  exceeding  one  thousand  dollars,  either  to  the  Institution 
direct  or  towards  the  maintenance  of  work  in  any  of  its  departments,  shall 
become  CONTRIBUTORS  to  the  Institution. 

4.  In  addition  to  the  classes  of  contributors  especially  provided  for  in 
section  three  of  this  Article,  the  Trustees  may  from  time  to  time  recognize 
especial  gifts  in  especial  ways  other  than  those  prescribed  in  the  by-laws; 
but  it  is  particularly  provided  that  the  receipt  of  gifts  of  any  nature  or  kind 
shall  be  officially  acknowledged  by  the  President  on  behalf  of  the  Trustees 
of  the  Institution. 

5.  An  Honor  Roll,  containing  the  names  of  all  persons  receiving  the 
official  honors  of  the  Institution  or  entitled  to  recognition  as  Contributors  to 
the  welfare  of  the  Institution  as  especially  provided  for  in  sections  1 ,  2  and 
3  of  this  Article  for  any  cause  whatsoever,  shall  appear  at  least  once  a  year 
in  the  publication  of  the  Institution. 

ARTICLE  X 

AMENDMENT  OF  BY-LAWS 

1 .  These  By-Laws  may  be  amended  at  any  annual,  quarterly  or 
special  meeting  of  the  Board  of  Trustees  by  a  two-thirds  vote  of  the  mem- 
bers present,  provided  written  notice  of  the  proposed  amendment  shall  have 
been  served  personally  upon,  or  mailed  to  the  usual  address  of,  each  mem- 
ber of  the  Board  ten  days  prior  to  the  meeting. 


16 


^  ..     -  A 


